


Learning Curves

by rebellious_sheep



Category: Once Upon a Time (TV)
Genre: A/U, F/F, Smut, Student/Teacher, pwp basically
Language: English
Status: Completed
Published: 2017-11-12
Updated: 2017-11-12
Packaged: 2019-02-01 06:19:45
Rating: Explicit
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 1
Words: 3,189
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/12699117
Author URL: https://archiveofourown.org/users/rebellious_sheep/pseuds/rebellious_sheep
Summary: Regina offers to tutor Emma and they end up ... distracted instead.





	Learning Curves

**Author's Note:**

> not gonna lie, writing this made me a little worked up~

A hand harshly smacked against Emma's desk, making her suddenly sit up straight, and she tried to shake the drowsiness from her brain. Slowly, she lifted her head up to sheepishly met Ms. Mills' disapproving gaze. 

"Ms. Swan, if you are going to sleep in my class, then why bother coming at all?" 

Emma mumbled out an apology just as the bell rang. The students quickly packed up and began to rush out. 

"Remember, class. There is a test next Friday," Ms. Mills called out, which caused groans of protest. "Ms. Swan, stay seated. I want to talk to you."

Emma huffed and looked over to Ruby, who gave her a sympathetic look but had to go to her locker.

The classroom was now pretty much empty since Ms. Mills didn't have a 6th period. 

"Do you want to tell me why you were asleep in my class?" Ms. Mills loomed over Emma and placed a hand on her hip. 

"I'm just tired. It's the end of the day," Emma sighed. 

"Then I highly suggest that you get a good nights sleep, Ms. Swan," Ms. Mills declared with raised eyebrows. 

Emma felt a bit bad for falling asleep but she didn't feel like apologizing again. 

"Yeah, I'll be sure to do that ma'am. Can I go now? I'm gonna be late for pottery."

"Pottery? I do hope you're putting those hands to good use," Ms. Mills purred. 

Emma felt a blush overtake her face. That sounded a lot like flirting, but it couldn't be. Ms. Mills was her teacher and more importantly, straight. Right? 

"You may go." She dismissed Emma, who quickly grabbed her backpack and left with a muttered goodbye. 

\---

"Would anyone like to tell me the year the civil war started?" Ms. Mills asked. 

Several students in the class raised their hands. 

"Ms. Swan?" 

Ruby elbowed her and Emma jerked her line of sight up from Ms. Mills' chest to meet her raised eyebrow. Damn, it was like Ms. Mills knew how to keep her awake with that unbuttoned white shirt. Although, now Emma was distracted the whole time and still not paying attention at all. At least she wasn't asleep this time. 

"Sorry. Could you repeat the question?"

"The year the civil war started, Emma." Ms. Mills waited for her answer. 

"Uh, 1859? I don't know," Emma replied with a shrug. 

"Incorrect. Ms. French?"

"1861," the Australian bookworm replied.

"I was only 2 years off," Emma muttered below her breath. 

"Very good. You need to know this for the test, class. Study." Ms. Mills looked at Emma with a pointed glance.

The bell rang, signaling the end of 5th period. 

"Have a good afternoon everyone. Ms. Swan, a word?"

Emma sighed in annoyance. Within a minute, the class was empty except for the two of them again. 

Emma walked up to her teacher's desk. Ms. Mills leaned forward, giving Emma an unobstructed view of the tops of her breasts and a peek of her nude lace bra underneath. Emma's eyes were immediately drawn there, her annoyance quickly dissipating. 

"Have you been studying?" Ms. Mills asked. 

"Uh, no… I'm having trouble…It's just too much to remember." It wasn't really that hard. Emma was just too lazy and didn't care. If she tried, she could actually do well in this class. Like many other teenagers, she was going through a rebellious phase. 

Emma quickly glanced up to meet her teacher's eyes before dropping her gaze to Ms. Mills' chest again, licking her lips. 

"Hmm. Well why don't I tutor you? Are you free today after school?"

"Yeah…" Emma hazily replied, not really thinking clearly. In the back of her mind, she knew it was disrespectful to stare for so long but she couldn't help it. 

"Excellent. We can study over at my house." 

"Huh? Your house?" Emma finally looked up to meet Ms. Mills' smirking face. 

"Yes, my house. Meet me here after school and we'll drive over there. You'd better run along or you'll be late, Emma."

"Oh, yeah." With a last, almost regretful glance at Ms. Mills' chest, Emma began walking towards the door. 

"And, Emma?"

Emma turned back questioningly. 

"If you spend as much time staring at my chest as you do studying, you'll be sure to do well on the test. See you after school." Ms. Mills winked. 

Emma opened her mouth and then closed it, unable to formulate a reply, choosing to rush out the door instead. 

\---

"Hey Emma! What're you doing today after school?" Ruby asked while concentrating on the bowl she was making. 

Emma sighed in parts annoyance and bliss; she didn't know which one she should feel. 

"Ms. Mills is gonna tutor me for the test." Emma didn't know what she was thinking when she yes to tutoring. That meant spending more time with her insanely hot teacher but at the same time, she would actually have to put in some effort. Emma wasn't sure she could do either one of those things. 

Her thoughts were all scrambled after Ms. Mills' comment and Emma had no idea what she was currently making in pottery. That wink was all Emma could think about. Maybe Ms. Mills wasn't so straight after all. 

"Uh huh. You think you'll actually learn anything besides how awesome her boobs look in that shirt?" Ruby grinned knowingly. 

"Hey! I'm going to there to learn, not to stare at her chest," Emma lied. 

"Sure…Why don't you just kiss her? Make your move. I've seen how she looks at you when she thinks no one's watching. She wears those low cut tops for you. And you're so obvious, Emma. Anyone could see you drooling from miles away."

"She does?" Emma asked hopefully. "Wait, I'm _that_ obvious?" she indignantly cried out a second later. 

She had a major crush on Ms. Mills but she didn't think it was that apparent to anyone else. It wasn't the first time Ms. Mills had caught Emma checking her out, but today was the first time she'd actually commented on it. To Emma, it seemed like Ms. Mills enjoyed the attention. But was it just Emma's attention, or attention in general? Ms. Mills was a very attractive woman; she was probably used to getting looks from both men and women. 

"Yep. You're pussy whipped and by the looks of it, so is she. If anyone else fell asleep in her class, she'd give them detention. But Ms. Milf let you off with a warning. Now go get her, Swan!" Ruby encouraged. 

"Am not. And don't call her that," Emma groaned and shook her head. She still couldn't believe that Ms. Mills would be into her. Emma knew that she wasn't bad looking herself but Ms. Mills was in a whole other league. 

"What? It's true. She's hot. I'd totally seduce her but she's only into you." Ruby waggled her eyebrows. 

Before Emma could respond, Killian, a guy wearing too much eyeliner called out with a leer, "Nice tits, Swan." 

"Fuck off, Guyliner." Emma scoffed. 

"I was referring to that lovely creation you've made." He pointed to the clay she was molding. 

Ruby looked at what Emma was molding and snickered. "Those do look a lot like boobs, Emma."

Emma looked down and sure enough, she'd unconsciously crafted a torso with a pair of breasts. 

"Time to clean up, everyone! The bell's about to ring!" Mr. Tremaine instructed. 

They put their work away and cleaned up before vigorously washing their hands. Just then, the bell rang and everyone scrambled to pack up and leave. 

"I want details!" Ruby shouted over the commotion. 

"'Nothing's gonna happen, Ruby." Emma replied as she packed up, then glanced up at the clock. "Shit! I've gotta go. I don't wanna keep her waiting!" Emma waved and walked toward the exit. 

"Pussy whipped!" Ruby yelled. 

Emma gave her the finger before jogging up to Ms. Mills' classroom. 

\---

When Emma got there, Ms. Mills was leaning against her desk, legs crossed at the ankles, phone in her hand. She looked up when Emma entered. 

"Ms. Swan. You made it. Let's go." 

Ms. Mills grabbed her bag and briskly led Emma outside to her Mercedes. 

\---

The drive was pretty short but silent and for that Emma was grateful. It gave her a few moments to gather her thoughts. With Ms. Mills' concentration on the road, Emma chose to sneak discreet glances at her face instead, and what a beautiful face it was. 

Ms. Mills pulled up to her driveway and shut off the engine. 

"Wow," Emma looked up in wonderment.  
Her house was a basically a large white mansion. If this was what high school teachers were able to afford on their salary, then maybe Emma should reconsider her decision to join the Police Academy. 

Ms. Mills only hummed in agreement and unlocked her door, turning off the alarm. She took off her shoes so Emma followed suit. 

"Head on in to the living room on the right and make yourself comfortable. The kitchen's a little bit further down if you're hungry. I'll be right back. Let me change into something more comfortable," Ms. Mills gestured to her blouse and pantsuit. 

Emma gingerly sat down on the couch and put her backpack next to her. She didn't know what to do with herself so she just waited. 

About five minutes later, Ms. Mills returned and Emma's eyes widened at the sight of her. Apparently, changing into something more comfortable meant a lacy low cut camisole and a short black skirt that ended at mid thigh. Emma could tell that Ms. Mills wasn't wearing a bra because she could see the outline of her nipples through the thin fabric. Did that mean that she wasn't wearing underwear either? 

_Fuck, Swan. Don't go there._ Emma suddenly imagined herself sucking on those tight nipples before getting on her knees and burying her head between those toned, smooth legs. 

Ms. Mills clapped her hands together, startling Emma out of her fantasy. 

"Shall we get started?" 

"Yes, Ms. Mills." 

"You can call me 'Regina' since we're not at school anymore, Emma."

"Ok… Regina."

Regina beamed. 

"Do you have your textbook with you?"

"No… it's in my locker."

"I have a copy over there on my shelf. Would you go grab it?" 

Emma nodded and went to go get it.  
It was a little high on the shelf so she had to stretch to reach it. While Emma did that, she felt a burning stare on her ass. 

Stumbling a little on her way back, Emma avoided eye contact and handed the book to Regina before sitting next to her again. Emma wasn't quite sure how to react now that she was pretty sure that Ruby was correct and that Ms. Mills—Regina— was into her. Regina flipped the book open to Chapter 7, the Civil War and handed it to Emma. 

"Why don't you read the chapter and after you're done, I'll ask you some questions and see how much you understand."

"Ok." Emma began to silently scan the page. 

"I meant out loud, dear. Practice your oral skills."

Emma blushed slightly at her suggestive words. She took a deep breath and began. 

"The American Civil War from 1861–1865, resulted from long-standing sectional differences, primarily the issues of slavery and states rights…"

When Emma got to the second page, she felt a warm hand on her thigh. 

Stuttering, she gripped the book tightly and lost focus, "It- it s-started when southern states seceded from the Union after the election of Abraham Lincoln…"

Regina suddenly shifted closer to Emma, her right breast brushing up against Emma's upper arm and Emma could feel a hard nipple press against her arm. At the same time, the warm hand on Emma's thigh moved back and forth on her upper thigh. 

Emma paused and took a deep shuddering breath, trying to calm her racing heart. 

Regina acted like nothing was happening, like it was completely normal for a teacher to dress provocatively and tease her student. It was maddening. It was distracting. It was so damn _arousing_.

Emma couldn't take it anymore. The textbook loudly smacked shut, and she turned to Regina, fusing their mouths together. 

Regina kissed Emma back enthusiastically and the book on Emma's lap began to slide down onto the floor, but neither of them seemed to care. Regina climbed onto Emma's lap as they continued to kiss, prompting Emma to reach around to cup her ass. A moan reached both their ears but they couldn't tell whose it was. Emma slid her hands up Regina's short skirt, up her smooth thighs, and _fuck_ she was right; Regina wasn't wearing any underwear. 

Emma only encountered bare wet flesh. At the first touch of her fingers to Regina's sex, Regina ground down in Emma's lap, wanting more. Her hands clutched at Emma's leather jacket, as Emma tentatively brushed her aching clit.

"Faster!" Regina hoarsely cried and Emma complied. 

Emma was face to face with those hard nipples poking out from the fabric, so she leaned forward and took one in her mouth. 

Regina moaned, arching towards Emma's warm mouth and her hands flew to Emma's hair, running her fingers through the blonde silky tresses. 

Emma wanted to hear that moan again and again so she sucked harder, flicking the tip of her tongue against the taut nipple, still continuing to rub Regina's clit.

Regina let out another moan. 

"Emma!" Her inner muscles tightened, signaling her impending release. 

When Emma switched to the other nipple and entered one finger into her, Regina came. Hard. Wetness coated Emma's fingers and part of her hand. 

"You have very talented fingers, dear" Regina sultrily said after she caught her breath. 

"Why don't we see if my mouth is as talented?" Emma husked, her confidence increasing after making the beautiful woman come. She slowly licked the fingers full of Regina's cum and watched as Regina's eyes darkened. 

"Very tempting. But it's my turn. You'll get yours later," Regina moved to get off of Emma's lap. "Now strip," she commanded. 

"It's only fair if you do the same," Emma smirked. 

Regina conceded with an inclination of her head and she removed her top quickly before shimmying her skirt down. Emma watched with fascination as more skin was revealed until Regina completely naked. Her eyes took in a slim but curvy body, rounded firm breasts topped with dark pink nipples that were still erect and slender legs. She was completely shaven except for a tiny strip of hair. Regina stood there and let Emma look at her without a hint of embarrassment, practically exuding confidence and sex appeal. 

"Your turn," she smirked at Emma. 

Emma stood up and shrugged of her clothes as quickly as she could, almost tripping in haste to get her jeans off. 

"Careful there," Regina chided. 

As soon as Emma was naked, Regina pulled Emma into a searing, wet kiss, their tongues tangling together and breasts pressed against each other. When the kiss ended, both of them were flushed and slightly out of breath.

"Let's go to my bedroom." Regina took Emma's hand and led her up the stairs.

Regina pushed Emma down on the bed as soon as they got there and Emma fell on her back with a thud. 

Emma was not complaining at all as she watched Regina crawl in a predator-like fashion until she was on top of Emma. She attacked Emma's neck, leaving a trail of teeth marks and bruises that were sure to appear for days. 

"Emma, oh Emma. You look so beautiful with my marks on you," Regina breathily said. 

Emma moaned in response and tilted her hips, aching for Regina to touch her. Regina slid down and sucked a nipple in her mouth while her hand cupped the other one, squeezing gently. She switched to the other and gave it the same attention, causing Emma to rake her nails down Regina's back. 

"Yes…" Emma hissed. 

Regina kissed her way down Emma's stomach and spread her legs before laying on her stomach between them. Emma was wet and throbbing with need, but Regina only placed kisses on both sides of her inner thighs.

"You're such a goddamn tease," Emma frustratingly growled, trying to control the urge to force Regina's head right where she wanted it. Her hands fisted the covers instead, scrunching up the silky fabric. 

"And you like it," Regina purred as she continued to place kisses on Emma's inner thigh, never quite reaching where Emma needed her the most.

"Regina! Please…" Emma pleaded. 

Regina spread open Emma's glistening pink folds, massaging her outer lips with her thumbs. 

"So wet…" Regina slowly rubbed her thumb across Emma's swollen clit. Emma whimpered and her hips shot off the bed. 

"So responsive…" Regina let out a hot breath and felt Emma shudder. 

"Fingers or mouth, Em-ma? I'll let you choose," Regina whispered as her thumb continued to slowly rub back and forth Emma's aching clit. 

"Mouth! Please!" Emma moaned, wanting to feel Regina's mouth on her more than anything. 

As soon as she answered, Emma felt an agile tongue on her folds, flicking her clit, then sliding its way inside her. It felt as though Regina was trying to eat her alive.

After the first time she came, Emma tried to close her legs because it was already too much but Regina kept a tight grip on her thighs, continuing her oral assault on Emma, who panted and pleaded as she felt another orgasm quickly approach. The harsh quick suction applied to Emma's clit proved to be her undoing and she spasmed uncontrollably. 

"Fuck!" It seemed to go on for a moment and Emma continued to tremble for a while after. 

Somehow, between her first and second orgasms, Emma's hands found their way to Regina's hair, which was now thoroughly mussed up. Emma thought the sex hair made her look ten times more attractive, especially when with her face was covered in Emma's wetness. 

Their frantic, almost animalistic fucking went on for another hour or so, first with Regina letting Emma handcuff her to the bed and using a magic wand vibrator on her until it was Regina's turn to beg for mercy. 

Then, Emma bent over the bed as Regina pounded into her with a baby blue strap-on. 

A shower was next on the list, which ended up with Emma on her knees, her face pressed between Regina's legs as she worshipped her. 

\---

**-Later-**

"I'll drive you back to your house," Regina offered. 

Emma waved her off.

"It's fine. My house is a quick five minutes walk from here. And I want to get some fresh air anyways."

"If you're sure…" Regina replied. "Oh, and Emma, if you do well on this test, I promise that you'll be appropriately rewarded." She licked her lips which drew Emma's attention. 

"How about I be _inappropriately_ rewarded? I think I need some more tutoring for that to happen though." 

"That can certainly be arranged, Emma. Same time tomorrow?" 

"See you then." Emma captured Regina's lips in a lingering kiss which both of them were reluctant to end.


End file.
